8-K 1 d99859e8vk.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) SEPTEMBER 16, 2002 MONARCH DENTAL CORPORATION -------------------------- (Exact name of registrant as specified in charter) Delaware 0-22835 51-0363560 ------------------------------------------------------------------------------------------------------- (State or other jurisdiction (Commission file number) (IRS employer of incorporation) identification no.)

Tollway Plaza II, 15950 North Dallas Parkway, Suite #825, Dallas, TX 75248 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (972) 361-8420 ITEM 5. OTHER EVENTS On September 16, 2002 the Board of Directors of Monarch Dental Corporation (the "Company") adopted a shareholder rights plan, as set forth in the Shareholder Rights Agreement, dated September 16, 2002, between the Company and Mellon Investor Services LLC as Rights Agent (the "Rights Agreement"). The Rights Agreement is included as an exhibit hereto and is incorporated herein by reference. The Company's press release announcing the adoption of the Rights Plan also is included as an exhibit hereto and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS Exhibit 3.1 - Certificate of Designations, Preferences and Rights of a Series of Preferred Stock of Monarch Dental Corporation classifying and designating the Series A Junior Participating Cumulative Preferred Stock, filed as an Exhibit to the Company's registration statement on Form 8-A on September 17, 2002 and incorporated herein by reference. Exhibit 4.1 - Shareholder Rights Agreement, dated as of September 16, 2002 between Monarch Dental Corporation and Mellon Investor Services LLC, as Rights Agent, filed as an Exhibit to the Company's registration statement on Form 8-A on September 17, 2002 and incorporated herein by reference. Exhibit 99.1 - Press Release issued by Monarch Dental Corporation, dated September 16, 2002. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MONARCH DENTAL CORPORATION Date: September 16, 2002 By: /s/ W. Barger Tygart ------------------------------- Name: W. Barger Tygart Title: Chief Executive Officer 3 EXHIBIT INDEX

~~Exhibit~~EXHIBIT ~~No.~~NUMBER ~~Description~~DESCRIPTION -------~~----~~ ----------- 163.1 ~~Letter~~Certificate ~~dated~~of ~~June~~Designations, Preferences and Rights of a Series of Preferred Stock of Monarch Dental Corporation classifying and designating the Series A Junior Participating Cumulative Preferred Stock, filed as an Exhibit to the Company's registration statement on Form 8-A on September 17, 2002 and incorporated herein by reference. 4.1 Shareholder Rights Agreement, dated as of ~~Arthur~~September ~~Andersen~~16, ~~LLP~~2002, between Monarch Dental Corporation and Mellon Investor Services LLC, as Rights Agent, filed as an Exhibit to the Company's registration statement on Form 8-A on September 17, 2002 and incorporated herein by reference. 99.1 Press Release issued by Monarch Dental Corporation, dated September 16, 2002.

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